0001104659-04-030276 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • October 12th, 2004 • Weida Communications, Inc. • Telephone communications (no radiotelephone) • New York

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:

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EMPLOYMENT AGREEMENT
Employment Agreement • October 12th, 2004 • Weida Communications, Inc. • Telephone communications (no radiotelephone) • Delaware

EMPLOYMENT AGREEMENT effective as of April 1, 2004 (the “Commencement Date”) by and between SCL Ventures, Ltd. (the “Company” or “SCL”) and Jack Chin (the “Executive”) (this “Agreement”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 12th, 2004 • Weida Communications, Inc. • Telephone communications (no radiotelephone)

WHEREAS, effective as of April 1, 2004, SCL Ventures, Ltd. (the “Company”) and Mitchell J. Sepaniak (the “Executive”) entered into an Employment Agreement (the “Agreement”);

ANTHONY F. GIORDANO THE ANTHONY F. GIORDANO FAMILY LIMITED PARTNERSHIP III
Letter Agreement • October 12th, 2004 • Weida Communications, Inc. • Telephone communications (no radiotelephone) • New York

This letter agreement (“Agreement”) constitutes the binding agreement of the Anthony F. Giordano Family Limited Partnership III and Anthony F. Giordano (each a “Lender” and, collectively, the “Lender”) to and for the benefit of Weida Communications, Inc., a New Jersey corporation (the “Company” or “Weida”) to fund working capital requirements of Weida, on the terms described below.

AMENDED AND RESTATED CONSULTING AGREEMENT
Consulting Agreement • October 12th, 2004 • Weida Communications, Inc. • Telephone communications (no radiotelephone) • Florida

AMENDED AND RESTATED CONSULTING AGREEMENT (this “Agreement”), by and between SCL Ventures, Ltd. (the “Company”), and Anthony F. Giordano (the “Consultant”).

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